Manila Credit Corp. vs. Credit Manila, Inc.

[SEC-SICD * CASE NO. 3347. July 27, 1990.] MANILA CREDIT CORP. , complainant , vs .CREDIT MANILA, INC. , respondent . D E C I S I O N This case is a complaint instituted by complainant Manila Credit Corporation on November 4, 1988 against respondent Credit Manila, Inc. praying that the respondent be ordered to change its corporate name for being deceptively similar to that of the complainant's corporate name. Complainant alleged, among others, that Manila Credit Corporation is a corporation organized and existing under and by virtue of the laws of the Philippines and duly registered with the Securities and Exchange Commission on June 8, 1977 with a primary purpose of engaging in the general financing business; that respondent Credit Manila, Incorporation is likewise a corporation duly organized and existing under the laws of the Philippines and originally registered with the Securities and Exchange Commission as Urban Credit, Inc. which corporate name was later amended to Credit Manila, Inc. on June 24, 1981 and principally engaged in the business of dealing in securities; that in the regular course of complainant's business, especially during its recent operation, complainant Manila Credit has been mistaken for Credit Manila in view of their similar names which oftentimes is mistakenly interchanged by its customers or clients and the business community in general; that the name Manila Credit and Credit Manila are so deceptively similar that it has created confusion in the minds of its clients in particular and the public in general; that complainant Manila Credit Corporation has acquired prior, better and superior right to the use of the name, having registered the same ahead of Credit Manila, Inc. On August 10, 1988 respondent filed its answer denying the material allegations in the complaint and in its Special and Affirmative Defenses, alleged, among others, that the parties have substantially and radically different corporate activities and undertakings wherein complainant is a financing company while respondent is a securities dealer, and that respondent's client never confused respondent with complainant, and respondent is even unaware of the existence of complainant, until the institution of the instant complaint; that there can be no confusion even if the corporate names are considered as both are using different logos and emblems. The only issue to be resolved is whether or not respondent's name, Credit Manila, Inc.,is deceptively or confusingly similar to complainant's name Manila Credit Corporation. Hearings on the merits were conducted wherein both parties presented testimonial and documentary evidence. From the evidence adduced by the parties, the undisputed facts established were as follows: 1. Complainant Manila Credit Corporation is a corporation duly organized and existing under the laws of the Republic of the Philippines and duly registered with the Securities and Exchange Commission on June 8, 1977. 2. Respondent Credit Manila, Inc. is a corporation duly organized and existing under the laws of the Republic of the Philippines and originally registered with the Securities and Exchange Commission as Urban Credit, Inc. but later on its corporate name was amended/changed to Credit Manila, Inc. on June 24, 1981. 3. That petitioner's corporate name was registered ahead of that respondent's corporate name. 4. The two corporations are engaged in different business activities and undertakings. The petitioner is principally engaged in the financing business while the respondent is a securities dealer and stock broker. It was further established during the hearing that communications/letters intended for respondent were coursed to the complainant aside from phone calls received by the officer of the complainant looking for people or employees not connected with the complainant. Respondent argued that no amount of confusion can be brought about by the use of the corporate names since the two corporations are engaged in entirely different business undertakings and activities and that it is not enough that the corporate names be similar but they must be deceptively similar so as to mislead and confuse the public in general. It further argued that the words "Manila" and "Credit" are generic terms and therefore not subject to appropriation and besides complainant is guilty of laches in belatedly filing the instant case considering that respondent has been using the name Credit Manila, Inc. since 1981. It can be gleaned from its face that both corporate names "Manila Credit Corporation" and "Credit Manila, Inc." are closely identical and deceptively or confusingly similar. There is nothing that actually differentiates both corporate names except that the second word "credit" and the first word "Manila" of the complainant's name combined together came out the name Credit Manila plus the suffix word Inc. the respondent's corporate name. In other words, respondent only interchanged the words "Manila Credit".It is evident that the use by both corporations of their respective corporate names would likely cause confusion in the mind of the public so as to mislead them into believing that one is the same as the other or that these entities are related or in some way connected with the other. To quote the complainant, "no amount of word joggling could clearly distinguish one from the other especially if the words adopted are exactly the same" as in the case at bar. Besides, it was held unnecessary to show that anyone had actually been mislead by similarity in names, and that it was sufficient that the use of name was likely to produce deception. (Churchil Rowns Inc. 262 ky. 56790 S.W. (2d) 1041 Fletcher Vol. 6) This Hearing Officer cannot likewise subscribe to respondent's contention that the public cannot be confused by the use of the corporate names since the two corporations are engaged in entirely different business activities. In fact, confusions had already resulted from the use of the respondent's name when some of the communications/letters intended for respondent were coursed and/or received by the complainant and the telephone calls received by complainant looking for people or employees not actually connected with the complainant. Moreover, the lack or absence of proof of actual confusion or deception of the public is immaterial since actual confusion need not be shown, but it is sufficient that confusion is probable or likely to occur. (Weiskittel and Son Co. V. Harry C. Weiskittel and Son Co. 167 nd. 306,173 Atl. 48 Fletcher Vol. 6) Besides, the fact that the two corporate names are identical and confusingly similar, it is also a fact that when respondent filed its Amended Articles of Incorporation changing its previous name from Urban Credit, Inc. to Credit Manila, Inc. on July 10, 1981, complainant corporation was already in existence having been registered with the Securities and Exchange Commission on June 8, 1977 and therefore, complainant had acquired a prior right to use its corporate name. To allow respondent corporation to continue using its corporate name notwithstanding the continued existence of complainant will certainly violate the specific provisions of the Corporation Code which reads: "SECTION 18. Corporate name . No corporate name may be allowed by the Securities and Exchange Commission if the proposed name is identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive, confusing or contrary to existing law. Furthermore, under the guidelines in the Approval of Corporate names issued by the Commission on Sept. 7, 1977, it is clearly stated that "the names should not be similar to one already used by another corporation or partnership. If the proposed name contains a word similar to a word already used as part of a firm name or style of a registered company, the proposed name must contain two other words different from the name of the company already registered". In the case at bar, there is no doubt that both corporate names Manila Credit Corp. and Credit Manila, Inc. are really identical and similar. Other than being interchanged, no additional word has been added to distinguish one from the other. Even on this ground alone, it would be sufficient enough to warrant the change of respondent's corporate name. prcd WHEREFORE, in view of all the foregoing, respondent corporation is hereby ordered to change its corporate name and adopt another name which is not similar or identical to any name already used by a corporation, partnership or association registered with the Commission, by amending its Articles of Incorporation in accordance with the Corporation Code of the Philippines and filing the same with this Commission, upon payment of the corresponding filing fees within thirty (30) days from finality of this Decision. Let copy of this Decision be furnished the Corporate and Legal Department and the Records Division of this Commission for their information and guidance. prcd SO ORDERED. (SGD.) JAMES K. ABUGAN Hearing Officer